Exhibit 99.1
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All right. Hello and welcome to a special meeting of the shareholders of Banzai International,
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Inc. I am Joseph Davy, Chief Executive Officer of the company. There are five items of business
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on today's agenda. One, to grant the board authority to issue shares of our Class A Common
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Stock in excess of 20% of the number of shares issued and outstanding as of the closing of
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a merger by and among the company, Banzai Reel Acquisition Inc., a Delaware corporation
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and wholly owned subsidiary of Banzai, ClearDoc, Inc., a Delaware corporation who does business
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as OpenReel and stockholders of OpenReel pursuant to that certain agreement and plan
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a merger dated as of December 10, 2024, between the aforementioned parties. For purposes of
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complying with NASDAQ Listing Rule 5635D, we need shareholder approval of the issuance
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of Class A Common Stock, including upon the exercise of prefunded warrants in an amount
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equal to or in excess of 20% of the Class A Common Stock and Class B Common Stock outstanding
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immediately prior to the closing of the merger. The proxy statement referred to this proposal
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as the merger issuance proposal. Two, to authorize the issuance of shares of Class A Common Stock,
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including upon exercise of the warrants issue, issuable pursuant to that certain securities
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purchase agreement dated as of September 24, 2024 between the company and one institutional
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investor and in an amount equal to or in excess of 20% of all common stock outstanding on
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the date of the purchase agreement to comply with NASDAQ Rule 5635D. The proxy statement
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referred to the proposal as private financing issuance proposal. Three, to amend the Amended & Restated
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Certificate of Incorporation to allow for shareholder approval via written consents.
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Proxy statement referred to this proposal as the written consent proposal. Four, to
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increase the number of shares available for issuance under our 2023 Equity Incentive
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Plan from 102,319 to 10 million. The proxy statement referred to this proposal as the
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option proposal. Five, to approve one or more adjournments if necessary. Since we have sufficient
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votes to approve the foregoing proposals, this meeting will not be adjourned. Being
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appointed by the Board of Directors, I will act as chairman of this meeting and Alvin
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Yip, the inspector, will act as inspector of this meeting. The following directors are
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present at the meeting. Joseph Davy, chief executive officer, chairman and director,
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and Alvin Yip, our interim chief financial officer. I believe that that is it. I
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just want to confirm that. Yes, that is it.
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Yes, Joe.
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Thank you. Let's see. Also present today are Alvin Yip, the company's interim CFO, and
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Rachael Schmierer, a representative from our outside U.S. securities counsel, Hunter Taubman
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Fischer & Li LLC is also present. With certain exceptions, all persons who held shares of
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the company on the record date January 13, 2025, were permitted to vote for this shareholders
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meeting. Many shareholders have already submitted their proxies. All proxies will be voted as
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marked. If you have already voted by proxy, you do not need to take any further action.
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Before we continue, I would like to review some of the rules for the meeting. Stockholders
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who would like to ask a question may do so by writing a question in the chat room of
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the meeting at any time during the meeting. I will review the questions after revealing
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the vote and then answer certain selected questions.
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Thank you, Joe. As inspector of the election, I would like to report some preliminary matters.
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First, we have reached a quorum since the holders of more than a majority of the outstanding
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shares have returned proxies to us. Second, we have received a statement from Broadridge,
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our proxy interpolator, showing that notice and proxy materials were properly mailed to
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our shareholders on February 17, 2025. These records are available for inspection at this
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meeting to anyone who wishes to review them. Since the quorum is present, the meeting is
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duly constituted and the business of the meeting can begin.
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Thank you, inspector. I will now discuss the matter to be voted on at this meeting. Inspector,
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were there any shareholder nominations or proposals for business at this meeting filed
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with you? No.
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Then the business of the meeting is limited to the five matters on the agenda mentioned
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above. I would like to report that of the proxies received, the votes submitted are
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as follows. For proposal number one, the merger issuance proposal, with the shareholders of
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OpenReel common stock not being permitted to vote, 66.94% of the Class A Common Stock,
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the Class A Common Stock shares voted in favor of the merger issuance proposal, 33.06% of the
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Class A Common Stock voted against or abstained, 100% of the Class B Common Stock, the class
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Class B Stock together with the Class A Stock, the common stock shares voted in favor of the
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merger issuance proposal, 0% of the Class B Stock voted against or abstained. For proposal
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number two, the private financing proposal with the holders of the private warrants not
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being permitted to vote, 99.62% of the shares of the common stock voted in favor of the
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private financing issuance proposal, 0.38% of the shares of common stock voted against
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or abstained. For proposal number three, the written consent proposal, 99.65% of the shares
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of common stock voted in favor of the written consent proposal, 0.53% of the shares of common
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stock voted against or abstained. For proposal number four, the option proposal, 99.53% of
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the shares of common stock voted in favor of the option proposal and 0.47 of the shares
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of common stock voted against or abstained.
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For proposal number five, the adjournment proposal 99.60% of the shares of common stock
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voted in favor of the adjournment proposal and 0.40% of the shares of common stock voted
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against or abstained.
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The proposals have been approved.
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Ladies and gentlemen, we have already finished the business set out in our agenda of the
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meeting.
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I will take a few moments to review the questions provided in the chat room.
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After reviewing the questions, I will let you know.
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Let's see.
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Okay.
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We've got one question here, which I will answer now.
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The question is, what specific capabilities or technologies are we prioritizing in these
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MarTech acquisitions to strengthen our competitive position in the market?
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This is a fantastic question.
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Thank you for asking.
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We have a belief that the future marketing technology is going to include both more automation
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and more AI.
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And we talk a lot about how we think that is going to play out.
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But in terms of what we think about when we are looking at acquisitions, first of all,
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we are not looking at buying pure technologies.
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We are really looking at buying operating businesses that have a technology solution
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attached to them.
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In other words, we don't want to buy something that is an unproven product or something that
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might be an interesting thing down the road.
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In most cases, what we are looking at are operating businesses that we feel have an
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existing customer base, already have market demand, and where we think that our existing
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customers want that product, that that adds something in terms of the customer value we
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can create, and that the products that we already offer will create value for their
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customer base.
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So we think a lot more about the customer base.
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In terms of the technology or capabilities, though, we are really looking at how can this
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grow the AI context that we can control, the private context, meaning the data that we
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can gather, or the assets that we can gather that can help our AI better understand the
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businesses, that better understand our customers, so that ultimately we can build more useful,
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more interesting AI features, AI functionality to automate more stuff, get stuff done faster
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for the customers.
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It is a really pretty simple strategy.
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The more that we understand and the more that we can put into that AI context over time,
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the more AI will be able to do for you and the less our customers will have to go out
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and do stuff on their own.
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So for example, we just a couple weeks ago rolled out Create Studio 4, which is a fantastic
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product.
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If you haven't already checked this out, go to createstudio.com.
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You can buy the product right on the website.
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It's a very affordable product.
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I think everybody will be really impressed with it.
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But that Create Studio 4 includes a lot of new AI features.
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For example, our customers can now answer a small handful of questions and generate
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an entire video ad campaign inside Create Studio.
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It creates content for them, creates scenes, writes scripts, does everything they need
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to do, generates 3D avatars, all the stuff that they would want to do on their own.
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So the product already made it easy for you to do that, but now leveraging AI, the version
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3 of the product took something that would originally take a week and shrunk it down
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to an hour.
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Now it takes something that would take an hour and shrinks it down to 5 or 10 minutes.
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And so this is really powerful because it gives ordinary marketing managers the superpower
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to be able to generate their own content without having to bring in a video animator, 3D animator,
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stuff like that, which is incredibly, incredibly valuable.
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And we think a lot about that when we're thinking about products is basically what superpower
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does this give the customer?
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And we call it the magic mushroom, basically, reference to Super Mario Brothers.
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But what superpower does the customer get from this?
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And so in the case of Create Studio 4, by adding in those AI features, it does that.
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Now once we have a greater context about the customer, so once we know more about their
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business, we can bring in their website, bring in their product information, their knowledge
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base, their notion, all that stuff, then we'll be able to automatically create and suggest
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new video projects for them, maybe even generate those projects for them without them even
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having to ask for it.
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So that's the kind of stuff that's coming up down the road.
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So when we're looking at acquisitions, we're really looking at things that get more of
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that data into the context that we control.
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So hope that helps answer your question.
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Thanks because I thought that was a great question.
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We have one more question.
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This is from James.
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What are some major catalyst stockholders can expect for the near future?
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What are some expected revenues with the current acquisitions?
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So great question.
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I think what we've kind of publicly disclosed so far is that the consolidated, unaudited
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2024 revenues were roughly $44 million for the acquisitions that we have signed and announced.
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And so that represents roughly a 900% growth versus where we started last year.
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So that's a major catalyst for us.
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And so you think about grow the business.
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Obviously we're issuing some shares here.
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So there's some dilution associated with that.
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But if you grow the business 10x in the process of doing that, what we think a lot about is
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just how do we grow revenue per share?
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How do we grow earnings per share?
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So look, I think the catalysts are continuing to see the top line growth.
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We believe that as we grow that top line that we will see more.
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First of all, we'll just be a bigger company.
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We'll see more customer cross sales because we'll have more products that we can offer
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to the existing customer base.
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We'll be able to grow that AI context.
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We'll be able to create more customer value.
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We'll be able to ultimately be a bigger company.
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We'll be able to hopefully get picked up by larger funds, larger investors.
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And over time, we'll have a much more competitive offering overall because we'll be able to
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solve a lot more different problems for customers and grow that ASP and make them stickier and
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all of that.
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So that's a big focus area for us.
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I think the other thing is really just focusing on getting to profitability.
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Obviously you can't make...
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I don't think we've made any public statements about that yet other than to say that it is
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a big priority for us right now.
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And putting these acquisitions together, the purchase price that we're paying for them
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is very affordable on average.
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I think we're paying two times revenue.
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The average company in the comps that we look at is valued at about six and a half times
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revenue.
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So we think that we'll start to see that multiple expansion.
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We think that that will ultimately reflect in the share price going up.
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Again, we can't control that, but we think as the company grows, as the profitability
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grows, as the revenue grows, as the customer base grows, as the stickiness grows, the average
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customer value grows, we'll start to see that reflected in the financial results.
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We'll start to see that reflected in the share price.
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And I think we're hopefully...
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We've got our 10K coming out on 3/31 that will partially reflect this.
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Hopefully our Q1s will even further reflect it.
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So we said we're going to do this starting last year.
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We've delivered on that promise.
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I think we're hopefully going to continue doing it this year.
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So far we've been able to find really great deals and really great businesses to incorporate.
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So thank you for the question.
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Let's see.
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We've got a couple more questions here, so I just want to make sure I'm addressing all
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of them.
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So I got a question from Van.
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Considering that you're attracting and financing new acquisitions by issuing warrants, how
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do you plan to manage dilution strategically in order to maintain the value of the stock?
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This is a great question.
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Thank you, Van.
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Look, I think a couple of things.
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Number one, when we're making an acquisition and we're using stock to do that, we're really
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looking for people, looking for shareholders that we think are going to be long-term shareholders
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that believe in the long-term vision of the business.
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I think in a lot of cases, it doesn't make financial sense for, if you're a private equity
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firm that owns a SaaS business, it doesn't make financial sense for you to do a deal
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at a 2x multiple unless you believe that that shareholder value is going to get created
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over time.
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And so that's, I think, the primary investment thesis from their perspective, from the perspective
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of the companies that we're buying.
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And so I think the strategy of using shares in pre-funded warrants is actually a great
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strategy.
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It minimizes the immediate impact in terms of dilution, and it also allows us to have
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a lot more visibility into the holdings and all of that for the folks that hold those
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warrants because we know in their exercise and everything else.
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So we can manage the relationships with those shareholders.
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But mainly, I think it's just having great relationships with those shareholders, finding
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shareholders that are like-minded, believe in the long-term vision.
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And so far, I think everybody that we've worked with believes in that long-term value creation,
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and that's really why they're here.
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So I think everybody's in it for the long run, and we hope that they'll continue to
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be long-term shareholders here.
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Thank you for the question.
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Let's see.
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Question from M. Asked, how does Act-On compare or compete with market leaders like HubSpot?
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Are you looking at social media marketing tools, web crawlers, DSPs, keywords, and SEO
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tools in the future?
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So two questions.
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So I'll answer the first one first.
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So when we started looking at Act-On, we've obviously been familiar with Act-On for a long
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time.
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I think Act-On has been one of the kind of top five competitors in that space.
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HubSpot has obviously built a fantastic business, and that's great for them.
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But when we started looking at this, we really wanted to look at this from the perspective
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of creating customer value.
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And at first, we weren't really sure what to think about it.
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But as we started digging into the Act-On product and the Act-On business, we just became really,
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really impressed with the product that they've built.
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These guys have invested over $19 million in product development over the last couple
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of years.
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They've completely rebuilt their engineering leadership.
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They've built a ton of AI features that nobody else has, things like smart segments, things
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like automatically detecting correlations in your data that can help marketers better
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define their strategies.
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So this is stuff that nobody else has, like nobody else has in this business.
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We think a lot of the competitors have been under invested in.
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Obviously HubSpot has built a phenomenal brand.
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But our opinion is that the Act-On product is the best product in the marketing automation
00:19:17.520 --> 00:19:20.920
space today in terms of capabilities.
00:19:20.920 --> 00:19:25.360
We're super excited to be able to bring that product to our customer base.
00:19:25.360 --> 00:19:30.960
As you guys know, we have over 90,000 customers today, so we have a lot of expansion opportunity
00:19:30.960 --> 00:19:34.440
now to bring that product into those customers.
00:19:34.440 --> 00:19:42.320
And I think it's going to be very successful in terms of cross sales to those customers.
00:19:42.320 --> 00:19:47.800
So we're really excited to get that integrated in and start working on it.
00:19:47.800 --> 00:19:52.640
And so the second question is, are you looking at social media marketing tools, web crawlers,
00:19:52.640 --> 00:19:54.600
DSPs, keyword SEO tools?
00:19:54.600 --> 00:20:06.760
I think the answer here is we're looking at any tools that build our moat of data that
00:20:06.760 --> 00:20:13.280
we can leverage for AI context, build our moat of assets that we can leverage across
00:20:13.280 --> 00:20:15.880
different products.
00:20:15.880 --> 00:20:21.640
So we have looked at SEO tools.
00:20:21.640 --> 00:20:25.640
We have looked at social media marketing.
00:20:25.640 --> 00:20:29.380
We have looked at DSPs.
00:20:29.380 --> 00:20:34.560
So I think there's a lot of opportunities out there right now.
00:20:34.560 --> 00:20:40.300
High level things that we also care about are basically the overall customer retention
00:20:40.300 --> 00:20:43.200
and net retention of the businesses that we're looking at.
00:20:43.200 --> 00:20:48.160
So we really want to find tool categories that are already sticky themselves.
00:20:48.160 --> 00:20:51.600
The stickier customers we can bring in, the easier it's going to be for us to grow that
00:20:51.600 --> 00:20:53.320
business and expand that business.
00:20:53.320 --> 00:20:58.600
If you find something that's struggling there, there's going to be a bit of a turnaround
00:20:58.600 --> 00:21:00.920
effort to fix it.
00:21:00.920 --> 00:21:03.640
So we want to find stuff that customers already love the product.
00:21:03.640 --> 00:21:05.520
They're already using the product.
00:21:05.520 --> 00:21:07.080
They've already got a fanatical customer base.
00:21:07.080 --> 00:21:08.240
I'll give you a great example.
00:21:08.240 --> 00:21:09.240
This is Create Studio.
00:21:09.240 --> 00:21:16.600
When we did the Create Studio launch, we had over 2,600 people just on the launch call
00:21:16.600 --> 00:21:21.560
to introduce the new product, and it's an incredibly fanatical customer base.
00:21:21.560 --> 00:21:25.100
The customers love this product.
00:21:25.100 --> 00:21:27.080
They're absolutely rabid about this product.
00:21:27.080 --> 00:21:32.160
And so we want to find those types of customer bases where the customers are already very
00:21:32.160 --> 00:21:34.680
sticky and really love the products that are out there.
00:21:34.680 --> 00:21:42.160
So I would say anything that we think is tangential to our existing product line, anything we
00:21:42.160 --> 00:21:46.960
think our existing customers would want to add on and make sense for them to add on in
00:21:46.960 --> 00:21:52.560
that context is stuff that we're looking at as potential acquisitions.
00:21:52.560 --> 00:22:01.160
So thank you for the question.
00:22:01.160 --> 00:22:02.560
This is a great question.
00:22:02.560 --> 00:22:05.480
Are there additional areas of technologies you're exploring to further enhance Banzai's
00:22:05.480 --> 00:22:07.820
offerings?
00:22:07.820 --> 00:22:11.360
There are a handful of areas that we're looking at.
00:22:11.360 --> 00:22:24.080
I would say the things that are most interesting to me right now probably are number one, I
00:22:24.080 --> 00:22:29.400
think the advertising space is really interesting.
00:22:29.400 --> 00:22:34.400
Not the ad platform space necessarily, but ad tech.
00:22:34.400 --> 00:22:38.800
I think that AI is going to absolutely transform this space over the next few years.
00:22:38.800 --> 00:22:45.920
We're going to see AI that can generate your ads, run those ads across different platforms,
00:22:45.920 --> 00:22:49.820
see what's working, see what's not working, automatically adjust your audiences, automatically
00:22:49.820 --> 00:22:55.440
adjust your bidding strategies, automatically shift your budget to the areas that are performing
00:22:55.440 --> 00:22:57.120
the best.
00:22:57.120 --> 00:23:02.640
Maybe even that can go into your landing pages or into your website and do live personalization
00:23:02.640 --> 00:23:05.680
or a live generation of content there.
00:23:05.680 --> 00:23:10.040
And so basically a fully closed loop system for customer acquisition.
00:23:10.040 --> 00:23:14.840
I think we're going to see AI really take over that space.
00:23:14.840 --> 00:23:18.400
So right now there's a lot of people doing pieces of that.
00:23:18.400 --> 00:23:24.240
And I think putting all those pieces together in a platform that can give that closed loop
00:23:24.240 --> 00:23:26.320
is going to be really powerful.
00:23:26.320 --> 00:23:29.900
So we're looking into that actively right now.
00:23:29.900 --> 00:23:39.600
I think customer success technology, so like customer experience enablement, learning management.
00:23:39.600 --> 00:23:43.380
As I said, we're really focused on things that can bring data into our platform.
00:23:43.380 --> 00:23:49.800
So marketing ETL, attribution, analytics, products like that are really interesting
00:23:49.800 --> 00:23:50.800
categories for us.
00:23:50.800 --> 00:23:57.280
So basically anything we think will grow that AI context that we can then leverage to deliver
00:23:57.280 --> 00:24:03.880
new interesting features for our customers.
00:24:03.880 --> 00:24:08.000
Let's see.
00:24:08.000 --> 00:24:13.320
Last one here is will the revenues be fully realized in Q1 2025?
00:24:13.320 --> 00:24:15.560
Four million, 44 million ARR.
00:24:15.560 --> 00:24:21.880
I think the 44 million ARR number is going to be, again, that's an unaudited number,
00:24:21.880 --> 00:24:28.640
but that's the number that's going to be disclosed as part of the kind of consolidated filings
00:24:28.640 --> 00:24:32.240
that we're in the process of doing right now.
00:24:32.240 --> 00:24:35.400
Part of this is we got to get the acquisition of Act-On closed.
00:24:35.400 --> 00:24:38.160
We're making good progress on that.
00:24:38.160 --> 00:24:42.440
So I think hopefully we're pretty close on that.
00:24:42.440 --> 00:24:48.200
So assuming we get Act-On closed and everything else, I mean, I think that's the number that
00:24:48.200 --> 00:24:50.040
we put out there publicly.
00:24:50.040 --> 00:24:54.600
So that would be the number as of 12-31-2024.
00:24:54.600 --> 00:25:02.480
And then I think the Q1 number is going to reflect all of the stuff that happened in
00:25:02.480 --> 00:25:05.540
Q1 in addition to that.
00:25:05.540 --> 00:25:10.880
So the Q1 number will come out mid-May, I think, right Alvin?
00:25:10.880 --> 00:25:11.880
Right.
00:25:11.880 --> 00:25:12.880
Yeah.
00:25:12.880 --> 00:25:13.880
Yeah.
00:25:13.880 --> 00:25:21.200
So I think the Q1 numbers will be really, really interesting for folks.
00:25:21.200 --> 00:25:26.200
So let's see.
00:25:26.200 --> 00:25:34.760
Just wanted to emphasize that we have, I think, announced three total acquisitions in the
00:25:34.760 --> 00:25:41.560
last 75 days, OpenReel, Vidello, and Act-On.
00:25:41.560 --> 00:25:42.880
We've already closed two of those.
00:25:42.880 --> 00:25:45.280
We've already closed OpenReel and Vidello.
00:25:45.280 --> 00:25:47.940
We're working on Act-On right now.
00:25:47.940 --> 00:25:51.180
We are actively in talks with other folks as well.
00:25:51.180 --> 00:25:57.320
We don't have anything to share publicly about that right now, but we're always open to other
00:25:57.320 --> 00:25:58.780
exciting opportunities.
00:25:58.780 --> 00:26:01.660
We've had a lot of people reach out to us.
00:26:01.660 --> 00:26:04.200
So I do think there's a lot of great opportunities in the space right now.
00:26:04.200 --> 00:26:10.920
So very excited to share updates with you guys as soon as we have them ready to go.
00:26:10.920 --> 00:26:15.560
So we're just going to grow this business to the moon.
00:26:15.560 --> 00:26:17.940
That's our plan and our aspiration here.
00:26:17.940 --> 00:26:24.900
So thank you all for all the questions today.
00:26:24.900 --> 00:26:26.060
Let's see.
00:26:26.060 --> 00:26:29.960
Seeing no further questions, that concludes the formal business of today's shareholders
00:26:29.960 --> 00:26:30.960
meeting.
00:26:30.960 --> 00:26:33.820
I declare that the formal part of today's meeting is hereby adjourned.
00:26:33.820 --> 00:26:36.980
Thank you for your attendance in supporting Banzai International, Inc.
00:26:36.980 --> 00:26:39.700
Be safe and have a great rest of your day.
00:26:39.700 --> 00:26:40.700
Thank you, everyone.
00:26:40.700 --> 00:26:41.700
Bye-bye.
00:26:41.700 --> 00:27:11.540
Thank you to everyone for the great questions.